Definium Therapeutics, Inc. received an amended Schedule 13G from Deep Track Capital, Deep Track Biotechnology Master Fund and David Kroin reporting a significant ownership position. The group reports beneficial ownership of 5,676,540 common shares, representing 5.54% of the class as of December 31, 2025.
This total includes 4,000,000 pre-funded warrants exercisable into common shares, calculated against 102,509,279 shares (98,509,279 shares outstanding as of October 31, 2025 plus the warrant shares). The warrants are subject to a 9.99% Maximum Percentage cap on post-exercise ownership, limiting how many can be exercised at any time.
The reporting persons state that the securities were not acquired to change or influence control, indicating a passive investment intent under the relevant SEC rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Definium Therapeutics, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
24477V105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
24477V105
1
Names of Reporting Persons
Deep Track Capital, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,676,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,676,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,676,540.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.54 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
24477V105
1
Names of Reporting Persons
Deep Track Biotechnology Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,676,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,676,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,676,540.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.54 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
24477V105
1
Names of Reporting Persons
David Kroin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,676,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,676,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,676,540.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.54 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Definium Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
One World Trade Center, Suite 8500, New York, NY 10007
Item 2.
(a)
Name of person filing:
(i) Deep Track Capital, LP
(ii) Deep Track Biotechnology Master Fund, Ltd.
(iii) David Kroin
(b)
Address or principal business office or, if none, residence:
(i) Delaware
(ii) Cayman Islands
(iii) United States
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
24477V105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,676,540
(b)
Percent of class:
5.54%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
5,676,540
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,676,540
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Deep Track Capital, LP
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:
02/13/2026
Deep Track Biotechnology Master Fund, Ltd.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Director
Date:
02/13/2026
David Kroin
Signature:
/s/ David Kroin
Name/Title:
David Kroin
Date:
02/13/2026
Exhibit Information
Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined using 102,509,279 shares, calculated using 98,509,279 Common Stock outstanding as of October 31, 2025, according to the issuer's 10-Q filed with the SEC on November 6, 2025 and 4,000,000 Common Stock that would be converted to Common Stock by the Reporting Person up to the Maximum Percentage.
The beneficially owned shares include 4,000,000 Pre-Funded Warrants exercisable to common shares, subject to a 9.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of Common Stock outstanding immediately after giving effect to such exercise.
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2026
Deep Track Capital, LP
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser
Deep Track Biotechnology Master Fund, Ltd.
By: /s/ David Kroin
David Kroin, Director
David Kroin
By: /s/ David Kroin
David Kroin
What ownership stake in Definium Therapeutics (DFTX) does Deep Track report?
Deep Track reports beneficial ownership of 5,676,540 common shares of Definium Therapeutics, representing 5.54% of the outstanding class as of December 31, 2025. This stake makes Deep Track a significant shareholder under SEC reporting thresholds.
Who are the reporting persons in this Definium Therapeutics (DFTX) Schedule 13G/A?
The reporting persons are Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin. They jointly file to disclose their combined beneficial ownership and related voting and dispositive power over Definium Therapeutics common shares.
How is Deep Track’s 5.54% Definium Therapeutics (DFTX) stake calculated?
The 5.54% is based on 5,676,540 beneficially owned shares divided by 102,509,279 shares. That denominator includes 98,509,279 shares outstanding as of October 31, 2025 plus 4,000,000 common shares issuable from Deep Track’s pre-funded warrants.
What role do pre-funded warrants play in Deep Track’s Definium (DFTX) position?
Deep Track’s beneficial ownership includes 4,000,000 pre-funded warrants exercisable into Definium common shares. These warrants are counted in the ownership calculation and are subject to a 9.99% Maximum Percentage limit that restricts post-exercise ownership levels.
What is the 9.99% Maximum Percentage limitation mentioned for Definium (DFTX)?
The 9.99% Maximum Percentage prevents warrant exercises that would lift the holder’s beneficial ownership above 9.99% of outstanding common stock after exercise. The issuer will not effect any warrant exercise that would cause ownership to exceed this threshold.
Is Deep Track seeking control of Definium Therapeutics (DFTX) with this stake?
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Definium Therapeutics. The reporting persons characterize their position as a passive investment under applicable SEC rules.
